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Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-260703

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

Maximum
aggregate offering
price

Amount of
registration
fee(1)

Subordinated Debt Securities

US$

1,250,000,000

US$

115,875

Ordinary Shares

(2)

(3)

(1)

The registration fee of US$115,875 is calculated in accordance with Rule 457(r) of the US Securities Act of 1933, as amended.

(2)

Represents an indeterminate number of fully paid ordinary shares in the capital of the registrant, which we refer to as the Ordinary Shares, that may be issued from time to time upon conversion of the 3.020% Subordinated Notes due 2036, which we refer to as the notes.

(3)

Pursuant to Rule 457(i) under the Securities Act, no separate registration fee is required for the Ordinary Shares underlying the notes because no additional consideration is to be received in connection with the exercise of the conversion privilege.

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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 3, 2021)

US$1,250,000,000

Westpac Banking Corporation
(ABN 33 007 457 141)

3.020% Subordinated Notes due 2036

Subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible
Write-off, as more fully described in the accompanying prospectus

We are offering US$1,250,000,000 aggregate principal amount of our 3.020% subordinated notes due November 18, 2036, which we refer to as the notes. From and including November 18, 2021, which we refer to as the Issue Date, to but excluding the interest payment date on November 18, 2031, which we refer to as the Reset Date, the notes will bear interest at a rate of 3.020% per year, and on and after the Reset Date to but excluding November 18, 2036, which we refer to as the Maturity Date, the notes will bear interest at a fixed rate per year equal to the 5-Year U.S. Treasury Rate plus the Spread (rounded to three decimal places with 0.0005 rounded upwards) (each as defined herein). Interest will accrue on the notes from and including the Issue Date. Interest will be payable semi-annually in arrears on May 18 and November 18 of each year, subject in each case to the applicable business day convention set forth in this prospectus supplement, and certain solvency conditions described herein, beginning on May 18, 2022. We may redeem all, but not less than all, of the notes at our option on the Reset Date as described herein and under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—General” in the accompanying prospectus. We may also redeem all, but not less than all, of the notes if specified events occur involving Australian taxation or regulation as described herein and under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Taxation Reasons” and “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Regulatory Reasons” in the accompanying prospectus. Redemption is subject to the prior written approval of the Australian Prudential Regulation Authority, which we refer to as APRA (which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of Subordinated Debt Securities).

The notes will be our direct, unsecured and subordinated obligations as described under “Description of the Subordinated Debt Securities—Ranking”, “Description of the Subordinated Debt Securities—Additional Provisions—Status and Subordination” and “Description of the Subordinated Debt Securities—Additional Provisions—Winding-Up” in the accompanying prospectus. The notes will constitute a separate series of Subordinated Debt Securities as described in the accompanying prospectus.

The notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance that limit or prohibit the offer or sale of securities such as these securities to certain types of investors. By purchasing, or making or accepting an offer to purchase, these notes from us and/or the underwriters in the United States, each prospective investor represents, warrants, agrees with and undertakes to us and to each underwriter that it qualifies as a “qualified institutional buyer” as defined in Rule 144A of the Securities Act. See “Plan of Distribution” in the accompanying prospectus.

The notes are subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible Write-off (each as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), as more fully described under “Description of the Notes—Non-viability, Conversion and Write-off” in this prospectus supplement and “Description of the Subordinated Debt Securities” in the accompanying prospectus. If any notes are Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion Number (as defined herein) will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received is likely to be significantly less than the Outstanding Principal Amount (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) of those notes. The Australian dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply.

If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date (each as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), the notes (or a percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal Amount and, upon Conversion, the receipt of Ordinary Shares (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) issued in respect of such notes) will be immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger Event Date, as described under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Investing in the notes involves risks. To read about certain factors you should consider before investing in the notes, see “Forward-Looking Statements” on page S-v and “Risk Factors” beginning on page S-11 of this prospectus supplement, and the risk factors set forth in our Annual Report on Form 20-F for the financial year ended September 30, 2021 filed with the Securities and Exchange Commission, which we refer to as our 2021 Form 20-F, and which is incorporated by reference in this prospectus supplement and the accompanying prospectus.

The notes will not be protected accounts or deposit liabilities of Westpac Banking Corporation for the purpose of the Banking Act 1959 of Australia, which we refer to as the Australian Banking Act, or the financial claims scheme established under the Australian Banking Act (an Australian Government scheme that protects depositors of banks like Westpac from potential loss due to their failure), which we refer to as the FCS, are not subject to the depositor protection provisions of the Australian Banking Act, and are not insured or guaranteed by (1) the Commonwealth of Australia or any governmental agency of Australia, (2) the United States Federal Deposit Insurance Corporation or any other governmental agency or instrumentality of the United States, (3) any compensation scheme of the Commonwealth of Australia or the United States, or (4) any other entity.

	Per Note		Total
Public Offering Price(1)		100.000%	US$1,250,000,000
Underwriting Discount(2)		0.400%	US$ 5,000,000
Proceeds to Westpac (before expenses)		99.600%	US$1,245,000,000

(1)

Plus accrued interest from November 18, 2021 if settlement occurs after that date.

(2)

The underwriters have agreed to reimburse us for certain of our expenses relating to this offering. See “Underwriting (Conflicts of Interest)” on page S-33 for further information.

The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.

The underwriters expect that the notes will be ready for delivery in book-entry form only through The Depository Trust Company and its participants, including Euroclear Bank SA/NV and Clearstream Banking S.A., on or about November 18, 2021.

Joint Book-Running Managers

Citigroup HSBC J.P. MorganTD SecuritiesWestpac Banking Corporation

Co-Managers

BMO Capital Markets ICBC Standard Bank

November 8, 2021

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	Page
PROSPECTUS SUPPLEMENT
SPECIAL NOTICE TO INVESTORS REGARDING AUTOMATIC CONVERSION OR WRITE-OFF UPON THE OCCURRENCE OF A NON-VIABILITY TRIGGER EVENT		S-ii
OTHER IMPORTANT NOTICES		S-ii
PRESENTATION OF INFORMATION		S-iv
FORWARD-LOOKING STATEMENTS		S-v
SUMMARY		S-1
RISK FACTORS		S-11
USE OF PROCEEDS		S-22
CAPITALIZATION		S-23
DESCRIPTION OF THE NOTES		S-24
TAXATION		S-32
UNDERWRITING (CONFLICTS OF INTEREST)		S-33
WHERE YOU CAN FIND MORE INFORMATION		S-40
INCORPORATION OF INFORMATION WE FILE WITH THE SEC		S-40
CURRENCY OF PRESENTATION AND EXCHANGE RATES		S-41
VALIDITY OF SECURITIES		S-41
EXPERTS		S-41
EXPENSES		S-42

PROSPECTUS

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					2
	WESTPAC BANKING CORPORATION					4
	USE OF PROCEEDS					6
	DESCRIPTION OF THE SUBORDINATED DEBT SECURITIES					7
	DESCRIPTION OF ORDINARY SHARES					43
	TAXATION					45
	PLAN OF DISTRIBUTION					54
	WHERE YOU CAN FIND MORE INFORMATION					56
	INCORPORATION OF INFORMATION WE FILE WITH THE SEC					57
	ENFORCEABILITY OF FOREIGN JUDGMENTS IN AUSTRALIA					58
	CURRENCY OF PRESENTATION AND EXCHANGE RATES					59
	VALIDITY OF SECURITIES					60
	EXPERTS					61
	LIMITATION ON INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S LIABILITY					62

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SPECIAL NOTICE TO INVESTORS REGARDING AUTOMATIC CONVERSION OR WRITE-OFF
UPON THE OCCURRENCE OF A NON-VIABILITY TRIGGER EVENT

The notes are subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible Write-off, as more fully described in the accompanying prospectus. If any notes are Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received is likely to be significantly less than the Outstanding Principal Amount of those notes. The Australian dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply.

If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date, the notes (or a percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal Amount and, upon Conversion, the receipt of Ordinary Shares issued in respect of such notes) will be immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger Event Date, as described under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

OTHER IMPORTANT NOTICES

You should rely only on information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free writing prospectus with respect to the offering of the notes filed by us with the Securities and Exchange Commission, which we refer to as the SEC. We have not, and the underwriters have not, authorized anyone to provide you with different or additional information. If anyone provides you with different, additional or inconsistent information, you should not rely on it. You should assume that the information in this prospectus supplement, the accompanying prospectus and any free writing prospectus with respect to the offering of the notes filed by us with the SEC and the documents incorporated by reference herein and therein is only accurate as of the respective dates of such documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales of the notes are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about and observe any restrictions relating to the offering of the notes and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any notes offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes of the Regulation EU 2017/1129 (the “Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) or in the United Kingdom (each, a “Relevant State”) will only be made to a legal entity which is a qualified investor under the Prospectus Regulation (“EEA Qualified Investors”).

Accordingly any person making or intending to make an offer in that Relevant State of notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to EEA Qualified Investors. Neither Westpac nor the underwriters have authorized, nor do they authorize, the making of any offer of notes other than to EEA Qualified Investors in the EEA or in the United Kingdom.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS—The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to

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any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 as amended (the “IDD”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The communication of this prospectus supplement, the accompanying prospectus, any related free writing prospectus and any other document or materials relating to the issue of the notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the notes offered hereby are only available to, and any investment or investment activity to which this prospectus supplement, the accompanying prospectus and any related free writing prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement, the accompanying prospectus or any related free writing prospectus or any of their contents.

None of this prospectus supplement, the accompanying prospectus and or related free writing prospectus is a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the “EUWA”) (the “UK Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related free writing prospectus have been prepared on the basis that any offer of notes in the United Kingdom will only be made to a legal entity which is a qualified investor under the UK Prospectus Regulation (“UK Qualified Investors”). Accordingly any person making or intending to make an offer in the United Kingdom of notes which are the subject of the offering contemplated in this prospectus supplement, the accompanying prospectus and any related free writing prospectus may only do so with respect to UK Qualified Investors. Neither Westpac nor the underwriters have authorized, nor do they authorize, the making of any offer of notes other than to UK Qualified Investors.

PROHIBITION OF SALES TO UK RETAIL INVESTORS—The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

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PRESENTATION OF INFORMATION

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus which gives more general information about our Debt Securities, including our Subordinated Debt Securities, some of which may not apply to this offering.

If the information in this prospectus supplement is inconsistent with information contained in the accompanying prospectus or any document incorporated by reference in this prospectus supplement or the accompanying prospectus on or prior to the date hereof, you should rely on the information contained in this prospectus supplement.

Unless otherwise indicated, or the context otherwise requires, references in this prospectus supplement to the “Group”, “we”, “us” and “our” or similar terms are to Westpac Banking Corporation and its controlled entities (within the meaning of Section 50AA of the Corporations Act 2001 of Australia, which we refer to as the Australian Corporations Act), and references to “Westpac” are to Westpac Banking Corporation (ABN 33 007 457 141).

We publish our consolidated financial statements in Australian dollars. In this prospectus supplement, unless otherwise stated or the context otherwise requires, references to “dollars”, “$”, or “A$” are to Australian dollars, references to “US$”, “USD” or “U.S. dollars” are to United States dollars and references to “NZ$”, “NZD” or “NZ dollars” are to New Zealand dollars.

Certain amounts that appear in this prospectus supplement may not sum due to rounding.

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FORWARD-LOOKING STATEMENTS

This prospectus supplement contains or incorporates by reference statements that constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act. Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this prospectus supplement and the accompanying prospectus and the information incorporated by reference herein and therein and include statements regarding our intent, belief or current expectations with respect to our business and operations, market conditions, results of operations and financial condition, including, without limitation, future loan loss provisions and financial support to certain borrowers. Words such as “will”, “may”, “expect”, “intend”, “seek”, “would”, “should”, “could”, “continue”, “plan”, “estimate”, “anticipate”, “believe”, “probability”, “risk”, “aim”, “outlook”, “forecast” or other similar words are used to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control, and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated. Actual results could differ materially from those expected, depending on the outcome of various factors, including, but not limited to, those set forth in our 2021 Form 20-F and the other documents incorporated by reference in this prospectus supplement or the accompanying prospectus. Those factors include, but are not limited to:

•

information security breaches, including cyberattacks;

•

the effect of the global COVID-19 pandemic, which has had, and may continue to have, a negative impact on our business and global economic conditions, adversely affect a wide-range of our key suppliers, third-party contractors and customers, create increased volatility in financial markets and result in increased impairments, defaults and write-offs;

•

the effect of, and changes in, laws, regulations, taxation or accounting standards or practices and government policy, particularly changes to liquidity, leverage and capital requirements;

•

regulatory investigations, reviews and other actions, inquiries, litigation, fines, penalties, restrictions or other regulator imposed conditions, including as a result of our actual or alleged failure to comply with laws (such as financial crime laws), regulations or regulatory policy;

•

the effectiveness of our risk management policies, including internal processes, systems and employees, and operational risks resulting from ineffective processes and controls, as well as breakdowns in processes and procedures requiring remediation activity;

•

the failure to comply with financial crime obligations, which has had, and could further have, adverse effects on our business and reputation;

•

the occurrence of environmental change (including as a result of climate change) or external events in countries in which we or our customers or counterparties conduct our and their operations;

•

internal and external events which may adversely impact our reputation;

•

litigation and other legal proceedings and regulator investigations and enforcement actions;

•

reliability and security of our technology and risks associated with changes to technology systems;

•

the stability of Australian and international financial systems and disruptions to financial markets and any losses or business impacts we or our customers or counterparties may experience as a result;

•

market volatility, including uncertain conditions in funding, equity and asset markets;

•

the incidence of inadequate capital levels under stressed conditions;

•

the risk that governments will default on their debt obligations or will be unable to refinance their debts as they fall due;

•

changes to our credit ratings or the methodology used by credit rating agencies;

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•

changes in political, social or economic conditions in any of the major markets in which we or our customers or counterparties operate;

•

changes in economic conditions, consumer spending, saving and borrowing habits in Australia, New Zealand and other countries (including as a result of tariffs and other protectionist trade measures) in which we or our customers or counterparties conduct our or their operations and our ability to maintain or to increase market share, margins and fees, and control expenses;

•

adverse asset, credit or capital market conditions;

•

an increase in defaults in credit exposures because of a deterioration in economic conditions;

•

an increase in defaults, write-offs and provisions for credit impairments;

•

the effects of competition, including from established providers of financial services and from non-financial services entities, in the geographic and business areas in which we conduct our operations;

•

levels of inflation, interest rates, (including low or negative interest rates), exchange rates and market and monetary fluctuations and volatility;

•

poor data quality or poor data retention;

•

strategic decisions including diversification, innovation, divestment, acquisitions or business expansion activity, including the integration of new businesses;

•

changes to our critical accounting estimates and judgements and changes to the value of our intangible assets;

•

the incidence or severity of Westpac-insured events;

•

the inability to syndicate or sell down underwritten securities, particularly during times of heightened market volatility;

•

our ability to incur additional indebtedness and any limitations contained in the agreements governing such indebtedness; and

•

various other factors beyond our control.

All forward-looking statements speak only as of the date made. We are under no obligation to update any forward-looking statements contained or incorporated by reference in this prospectus supplement, whether as a result of new information, future events or otherwise.

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SUMMARY

This summary highlights selected information about us and this offering. It does not contain all of the information that may be important to you in deciding whether to purchase the notes. We encourage you to read the entire prospectus supplement, the accompanying prospectus and the documents that we have filed with the SEC that are incorporated by reference prior to deciding whether to purchase the notes.

Westpac Banking Corporation

We are one of the four major banks in Australia and one of the five major banks in New Zealand—supporting over 14 million customers.

We were founded in 1817, and are Australia’s first bank and oldest company. We were established as the Bank of NSW in 1850 in Sydney before expanding across Australia and New Zealand over the next century. Over that time, we continued our expansion, acquiring several banks and growing our network across the region. In 1982 we changed our name to Westpac. In 2008 we completed a merger with St.George Bank, acquiring the brands of St.George and BankSA and we relaunched the Bank of Melbourne brand in 2011. Our principal office is located at 275 Kent Street, Sydney, New South Wales, 2000, Australia. Our telephone number for calls within Australia is 132 032 and our international telephone number is (+61) 2 9293 9270.

As at September 30, 2021, we had total assets of A$935.9 billion. Our market capitalization as of November 1, 2021 was approximately A$87.2 billion.

Our operations comprise the following key divisions:

•

Consumer provides banking products, including mortgages, credit cards, personal loans, and savings and deposit products to consumers in Australia. Products are provided under the Westpac, St.George, BankSA, Bank of Melbourne, and RAMS brands. Consumer works with the other operating divisions in Australia in the sales, service, and referral of certain specialist financial services such as auto lending and foreign exchange.

•

Business provides banking products for Australian small to medium enterprise and Commercial businesses (including Agribusiness) generally up to A$200 million in exposure. The division also includes Private Wealth, meeting the personal banking needs of high net worth individuals. The division offers a wide range of banking products and services to support customers’ borrowing, savings and transaction needs. Specialist services including cash flow finance, trade finance, equipment finance and property finance are also provided. Business operates under the Westpac, St.George, BankSA and Bank of Melbourne brands. Business works with the other operating divisions for select products and services including financial risk management products, corporate superannuation and mortgages.

•

Westpac Institutional Bank, which we refer to as WIB, delivers a broad range of financial products and services to corporate, institutional and government customers operating in, or with connections to, Australia and New Zealand. WIB operates through dedicated industry relationship and specialist product teams, with expert knowledge in financing, transactional banking, and financial and debt capital markets. Customers are supported throughout Australia and via branches and subsidiaries located in New Zealand, the US, the UK and Asia. WIB works with all the Group’s operating divisions in the provision of markets related financial needs, including foreign exchange and fixed interest solutions.

•

Westpac New Zealand provides banking, wealth and insurance products and services for consumer, business and institutional customers in New Zealand. Westpac New Zealand operates through a network of branches and ATMs. Business and institutional customers are also served through relationship and specialist product teams. Banking products and services are provided under the Westpac brand while insurance and wealth products are provided under Westpac Life and BT brands, respectively.

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•

Specialist Businesses comprises the businesses that Westpac ultimately plans to exit with agreements in place for the sale of Westpac Life Insurance and motor vehicle dealer finance and novated leasing businesses. These sales are expected to finalise in 2022, subject to regulatory approvals. During the year, Westpac finalised the sales of Westpac General Insurance, Vendor Finance and Westpac Lenders Mortgage Insurance. Other operations include investment product and services (including margin lending and equities broking), superannuation and retirement products as well as wealth administration platforms. The division also manages Westpac Pacific which provides a full range of banking services in Fiji and Papua New Guinea. The division operates under the Westpac, St.George, BankSA, Bank of Melbourne, and BT brands. Specialist Businesses works with Consumer, Business and WIB in the provision of select financial services and products. Businesses where an agreement is in place for sale are treated as held for sale assets and the contribution of those businesses are included in Specialist Businesses results.

•

Group Businesses comprises:

•

Treasury, which is responsible for the management of the Group’s balance sheet including wholesale funding, capital and management of liquidity. Treasury also manages the interest rate risk and foreign exchange risks inherent in the balance sheet, including managing the mismatch between Group assets and liabilities. Treasury’s earnings are primarily sourced from managing the Group’s balance sheet and interest rate risk (excluding Westpac New Zealand) within set risk limits;

•

Chief Operating Office1, which includes Group Technology function and Australian banking operations and property services. Group Technology is responsible for technology strategy and architecture, infrastructure and operations, applications development and business integration in Australia;

•

Core Support2, which comprises functions performed centrally, including strategy, finance, risk, financial crime, legal, human resources, customer and corporate relations, and Group head office costs;

•

Following the Group’s decision in March 2019 to restructure its wealth operations and exit its Advice business, the residual Advice operations (including associated remediation) and certain support functions of the former BTFG division have been transferred to Group Businesses; and

•

Group Businesses also includes earnings on capital not allocated to divisions, accounting entries for certain intra-group transactions that facilitate presentation of performance of the Group’s operating segments, earnings from non-core asset sales, earnings and costs associated with the Group’s Fintech investments, and certain other head office items such as centrally raised provisions.

Group Technology and Operations costs are fully allocated to other divisions in the Group.

Core Support costs are partially allocated to other divisions, while Group Head Office costs are retained in Group Businesses.

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The Offering

The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see “Description of the Notes” in this prospectus supplement and “Description of the Subordinated Debt Securities” in the accompanying prospectus.

Issuer

Westpac Banking Corporation.

Notes Offered

US$1,250,000,000 aggregate principal amount of notes due 2036.

Reset Date

The interest payment date on November 18, 2031.

Maturity Date

The notes will mature on November 18, 2036.

Interest Rate

From and including the Issue Date to but excluding the Reset Date, the notes will bear interest on the Outstanding Principal Amount at a rate of 3.020% per year, and on and after the Reset Date to but excluding the Maturity Date, the notes will bear interest on the Outstanding Principal Amount at a fixed rate per year equal to the 5-Year U.S. Treasury Rate plus the Spread (rounded to three decimal places with 0.0005 rounded upwards). Interest will accrue on the notes from and including the Issue Date.

Interest Payment Dates

Interest on the notes will be payable semi-annually in arrears on May 18 and November 18 of each year, subject in each case to the applicable business day convention set forth below, and certain solvency conditions described herein, beginning on May 18, 2022.

Any payment of principal or interest with respect to the notes required to be made on an interest payment date that is not a business day in New York, London and Sydney will be made on the next succeeding business day, and no interest will accrue on that payment for the period from and after the Interest Payment Date to the date of payment on the next succeeding business day.

Payments described in Section 3.1(b) under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus shall not be subject to delays on account of any business day convention.

Solvency Condition

Prior to a Winding-Up, all of our obligations to make payments in respect of the notes are subject to our being Solvent (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus). If we are not Solvent at the time a payment would otherwise be due and payable or would not be Solvent immediately thereafter as a result of making such payment, no payment will be made in respect of the notes. Our failure to pay in such circumstances will not be an event of default and any unpaid Outstanding Principal Amount will continue to accrue interest and interest not paid will accumulate with compounding until it is paid and will be payable on the first business day on which we are Solvent.

Ranking and Status

The notes will be our direct, unsecured and subordinated obligations. In the event of a Winding-Up (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), to the extent the notes have not previously been Converted or Written-off (or that have been partially Converted or Written-off), the notes would (i) be subordinate to, and rank junior in right of payment to, the obligations

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of Westpac to Senior Creditors (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), and certain debts required to be preferred by law, and all such obligations to Senior Creditors and debts required to be preferred by law shall be entitled to be paid in full before any payment shall be paid on account of any sums payable in respect of the notes, (ii) rank equally with obligations of Westpac to the holders of other Subordinated Debt Securities that have not been Converted or Written-off (or that have been partially Converted or Written-off), and the obligations of Westpac to holders of Equal Ranking Instruments (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) and (iii) rank prior to, and senior in right of payment to, the obligations of Westpac to holders of Ordinary Shares and other Junior Ranking Capital Instruments (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus). For a description of debts preferred by law, see “Description of the Notes” in this prospectus supplement and “Description of the Subordinated Debt Securities—Ranking” in the accompanying prospectus.

However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first and the notes being Converted or Written-off. In that event:

•

if the notes have Converted into Ordinary Shares, holders will rank equally with existing holders of Ordinary Shares; and

•

if the notes are Written-off, all rights in relation to the notes will be terminated, and holders will not have their Outstanding Principal Amount repaid or receive any outstanding interest or accrued interest, or have the right to have the notes Converted into Ordinary Shares. In such an event, a holder’s investment in the notes will lose all of its value and such holder will not receive any compensation.

The notes will not be protected accounts or deposit liabilities of Westpac for the purposes of the Australian Banking Act.

Conversion or Write-off Upon Occurrence of a Non-Viability Trigger Event

The notes are subject, upon the occurrence of a Non-Viability Trigger Event, to Conversion or possible Write-off (each as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), as more fully described in the accompanying prospectus. If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date (each as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus), the notes (or a percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal Amount

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and, in the case of Conversion, the receipt of Ordinary Shares issued in respect of such notes) will be immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger Event Date, as described under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

Conversion

In the case of Conversion, Westpac will allot and issue to each holder of notes the Conversion Number of Ordinary Shares for each note (subject always to the Conversion Number being no greater than the Maximum Conversion Number).

Conversion Number means:

Conversion
Number
for each
note

Outstanding Principal Amount of the Subordinated Debt Security (translated into Australian Dollars in accordance with paragraph (b) of the definition of Outstanding Principal Amount where the calculation date shall be the Non-Viability Trigger Event Date)

P × VWAP

where:

Outstanding Principal Amount has the meaning given to it in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus, as adjusted in accordance with Section 3.13 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

P means 0.99.

VWAP means the VWAP during the VWAP Period, as adjusted in accordance with Section 3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

Maximum Conversion Number means a number calculated according to the following formula:

Maximum
Conversion
Number
for each
note

0.20 × Issue Date VWAP

where:

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Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

Issue Date VWAP means the VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted in accordance with Section 3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

If any notes are Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received is likely to be significantly less than the Outstanding Principal Amount of those notes. The Australian dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply.

Depending on your circumstances, you may receive Ordinary Shares or the proceeds from the sale thereof. See Section 3.10 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date, the notes (or a percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the holders’ rights in relation to the notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal Amount and, in the case of Conversion, the receipt of Ordinary Shares issued in respect of such notes) will be immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger Event Date, as described in Section 2.3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus.

Optional Redemption

Subject to certain limitations, we will have the right to redeem each of the notes in whole, but not in part, at our option on the Reset Date, as described under “Description of the Notes” and in the accompanying prospectus under the heading “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—General”. Redemption is subject to APRA’s prior written approval (which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of Subordinated Debt Securities).

If we redeem the notes in these circumstances, the redemption price of each note redeemed will be equal to 100% of the Outstanding Principal Amount of such note. In addition, we will pay to the holders of the notes redeemed in these circumstances accrued but unpaid interest to, but excluding, the date of redemption.

Redemption for Taxation
Reasons

Subject to certain limitations, we will have the right to redeem each of the notes in whole, but not in part, as described under “Description of the Notes” and in the accompanying prospectus under the

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heading “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Taxation Reasons”. Redemption is subject to APRA’s prior written approval (which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of Subordinated Debt Securities).

Redemption for Regulatory Reasons

Subject to certain limitations, we will have the right to redeem each of the notes in whole, but not in part, as described in the accompanying prospectus under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Regulatory Reasons”. Redemption is subject to APRA’s prior written approval (which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of Subordinated Debt Securities).

Consent to Receive Ordinary Shares

As more fully described in Section 2.4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus, the subordinated indenture provides that, subject to any Write-off, each holder of notes by its purchase or holding thereof will be deemed to have irrevocably agreed that, upon Conversion, it consents to becoming a holder of Ordinary Shares and agrees to be bound by the constitution of Westpac.

Use of Proceeds

We estimate that the net proceeds from the offering of the notes, after taking into account the underwriting discount and deducting estimated offering expenses payable by us, will be US$1,244,751,625. We intend to use the net proceeds for general corporate purposes.

Concurrent Offerings

Westpac expects to issue and sell on the Issue Date US$1,000,000,000 aggregate principal amount of 3.133% Subordinated Notes due 2041, which we refer to as the 2041 Notes, US$1,250,000,000 aggregate principal amount of 1.019 % Notes due 2024, which we refer to as the 1.019% Notes, US$1,250,000,000 aggregate principal amount of 1.953% Notes due 2028, which we refer to as the 1.953% Notes, and US$750,000,000 aggregate principal amount of Floating Rate Notes due 2024, which we refer to as the Senior Floating Rate Notes.

Governing Law

The subordinated indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of law principles, except that the Non-Viability Trigger Event, Write-off, Conversion and subordination provisions will be governed by, and construed in accordance with, the laws of the State of New South Wales, Commonwealth of Australia.

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Sinking Fund

The notes will not be entitled to the benefit of any sinking fund.

Form of Note

Notes, in global form, which we refer to as global notes, will be held in the name of The Depository Trust Company, which we refer to as the Depositary or DTC, or its nominee.

Trustee

The Bank of New York Mellon, which we refer to as the trustee.

Calculation Agent

The Bank of New York Mellon, which we refer to as the calculation agent.

CUSIP:

961214 EX7

ISIN:

US961214EX77

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Summary Financial Information

The following table sets forth summary consolidated financial information as of, and for the financial years ended, September 30, 2021, 2020, 2019, 2018 and 2017. We have derived the summary financial information from our consolidated financial statements and related notes as of, and for the financial years ended, September 30, 2021, 2020, 2019, 2018 and 2017, which have been prepared in accordance with Australian Accounting Standards and International Financial Reporting Standards as issued by the International Accounting Standards Board.

You should read this information together with the operating and financial review set forth in “Section 2” of our 2021 Form 20-F and our audited consolidated financial statements and the accompanying notes included in our 2021 Form 20-F, each of which is incorporated by reference in this prospectus supplement. See “Where You Can Find More Information” in this prospectus supplement.

	As of and for the financial year ended September 30,
	2021(1)		2021		2020		2019		2018		2017
	(in US$ millions)		(in A$ millions)
Income statement(2),(3)
Net interest income		12,185		16,858		16,696		16,907		16,505		15,516
Net fee income		1,071		1,482		1,592		1,655		2,424		2,603
Net wealth management and insurance income		875		1,211		751		1,029		2,061		1,800
Trading income		520		719		895		929		945		1,202
Other income		688		952		249		129		72		529
Net operating income before operating expenses and impairment charges		15,339		21,222		20,183		20,649		22,007		21,650
Operating expenses		(9,621)		(13,311)		(12,739)		(10,106)		(9,566)		(9,282)
Impairment charges		426		590		(3,178)		(794)		(710)		(853)
Profit before income tax		6,145		8,501		4,266		9,749		11,731		11,515
Income tax expense		(2,196)		(3,038)		(1,974)		(2,959)		(3,632)		(3,518)
Net profit attributable to non-controlling interests		(4)		(5)		(2)		(6)		(4)		(7)
Net profit attributable to owners of Westpac Banking Corporation		3,945		5,458		2,290		6,784		8,095		7,990
Balance sheet(2),(3)
Loans		513,032		709,784		693,059		714,770		709,690		684,919
Other assets		163,420		226,093		218,887		191,856		169,902		166,956
Total assets		676,452		935,877		911,946		906,626		879,592		851,875
Deposits and other borrowings		453,163		626,955		591,131		563,247		559,285		533,591
Debt issues		93,081		128,779		150,325		181,457		172,596		168,356
Loan capital		21,010		29,067		23,949		21,826		17,265		17,666
Other liabilities		57,090		78,984		78,467		74,589		65,873		70,920
Total liabilities		624,344		863,785		843,872		841,119		815,019		790,533
Total shareholders’ equity and non-controlling interests		52,108		72,092		68,074		65,507		64,573		61,342

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	As of and for the financial year ended September 30,
	2021		2020		2019		2018		2017
Key Financial Ratios
Business Performance
Operating expenses to operating income ratio (%)		62.72		63.12		48.94		43.47		42.87
Net interest margin (%)(4)		2.06		2.03		2.12		2.13		2.06
Return on average assets(%)(5)		0.60		0.25		0.76		0.94		N/A
Capital Adequacy
APRA Basel III:
Common equity Tier 1 (%)		12.32		11.13		10.67		10.63		10.56
Tier 1 ratio (%)		14.65		13.23		12.84		12.78		12.66
Total capital ratio (%)		18.86		16.38		15.63		14.74		14.82
Credit Quality(6)
Loan written off (net of recoveries)		594		977		982		948		1,488
Loans written off (net of recoveries) to average loans (basis points)		8		14		14		14		22
Net impaired assets to equity and collectively assessed provisions (%)		1.28		2.21		1.41		1.14		1.29
Total provisions for expected credit losses to total loans (basis points)		70		88		54		43		45

(1)

Solely for the convenience of the reader, we have translated the amounts in this column from Australian dollars into U.S. dollars using the noon buying rate in New York City for cable transfers in Australian dollars as certified for customs purposes by the Federal Reserve Bank of New York as of September 30, 2021 of A$1.00 to US$0.7228. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate or as of that or any other date.

(2)

Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been restated and may differ from results previously reported.

(3)

The above income statement extracts for the financial years ended September 30, 2021, 2020 and 2019 and balance sheet extracts as of September 30, 2021 and 2020 are derived from the consolidated financial statements included in our 2021 Form 20-F. The above income statement extracts for the financial years ended September 30, 2018 and 2017 and balance sheet extracts as of September 30, 2019, 2018 and 2017 are derived from consolidated financial statements previously published.

(4)

Calculated by dividing net interest income by average interest earning assets.

(5)

Calculated by dividing net profit attributable to owners of Westpac Banking Corporation by average total assets.

(6)

Includes balances classified as held for sale.

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RISK FACTORS

Investors should carefully consider the risks described below and in the other information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risks described in our 2021 Form 20-F, before making an investment decision. The risks and uncertainties described below and in such other information are not the only ones facing us or you, as holders of the notes. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, may become important factors that affect us or you, as holders of the notes.

The notes are loss absorption instruments that involve risk and may not be a suitable investment for all investors

The notes are loss absorption instruments designed to comply with applicable Australian banking regulations and involve certain risks. Each potential investor of the notes must determine the suitability (either alone or with the help of a financial advisor) of an investment in the notes in light of its own circumstances. In particular, each potential investor should understand thoroughly the terms of the notes, such as the provisions governing the Conversion or Write-off, including under what circumstances a Non‑Viability Trigger Event could occur.

A potential investor should not invest in the notes unless it has the knowledge and expertise (either alone or with the help of a financial advisor) to evaluate how the notes will perform, subject to the risks set forth herein and the risks described in our 2021 Form 20-F, the resulting effects on the likelihood of the Conversion or Write-off and the value of the notes, and the resultant impact on the potential investor’s overall investment portfolio. Prior to making an investment decision, potential investors should consider carefully, in light of their own financial circumstances and investment objectives, all the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus.

Payments are subject to Westpac being Solvent and if it is not Solvent, no payment will be made in respect of the notes

All of Westpac’s obligations to make payments in respect of the notes are subject to Westpac being Solvent (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus). If Westpac is not Solvent at the time a payment would otherwise be due and payable or would not be Solvent immediately thereafter as a result of making such payment, no payment will be made in respect of the notes. Westpac’s failure to pay in such circumstances will not be an event of default and any unpaid Outstanding Principal Amount will accrue interest and interest not paid will accumulate with compounding until it is paid and will be payable on the first business day on which Westpac is Solvent. However, if a Non-Viability Trigger Event occurs, all of Westpac’s obligations to make payments in respect of the notes (to the extent Converted or Written-off) (including in respect of accrued but unpaid interest) will cease and holders of the notes will have no rights to recover any unpaid amounts and will receive Ordinary Shares upon Conversion, assuming Westpac is able to Convert the notes.

A Non-Viability Trigger Event may occur and the circumstances surrounding or triggering a Non-Viability Trigger Event are unpredictable

If a Non-Viability Trigger Event occurs, Westpac must Convert or Write-off the notes.

A “Non-Viability Trigger Event” occurs when APRA notifies Westpac in writing that it believes:

(a)

Conversion or Write-off of notes, or conversion, write-off or write-down of Relevant Securities (as defined under “Description of the Subordinated Debt Securities” in the accompanying prospectus) is necessary because, without it, Westpac would become non-viable; or

(b)

a public sector injection of capital, or equivalent support, is necessary because, without it, Westpac would become non-viable.

Whether a Non-Viability Trigger Event will occur is at the discretion of APRA and there are currently no precedents for this. APRA has not provided extensive guidance as to how it will determine non-viability. Non-viability could be expected to include serious impairment of Westpac’s financial position, concerns

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about our capital, funding or liquidity levels and/or insolvency. However, it is possible that APRA’s definition of non-viability may not necessarily be confined to these matters and APRA’s position on these matters may change over time. APRA has indicated that non-viability is likely to arise prior to insolvency. As the occurrence of a Non-Viability Trigger Event is at the discretion of APRA, there can be no assurance given as to the factors and circumstances that might give rise to such an event. A Non-Viability Trigger Event could occur at any time. It could occur on dates not previously contemplated by investors or which may be unfavorable in light of then-prevailing market conditions or investors’ individual circumstances or timing preferences.

The section entitled “Risks factors” in our 2021 Form 20-F sets out a number of general risks associated with Westpac’s businesses. If one, or a combination, of these risks leads to a significant capital loss, or prolonged difficulties in raising funding or maintaining sufficient liquidity, Westpac believes this may be the type of situation in which APRA would become concerned and notify Westpac that it has become non-viable. These examples are not exhaustive and there may be other risks which affect the financial performance and condition of Westpac and, consequently, the likelihood of the occurrence of a Non-Viability Trigger Event.

The Ordinary Shares to be received upon Conversion are likely to be worth significantly less than the Outstanding Principal Amount of the notes

Upon the occurrence of a Non-Viability Trigger Event, if the notes are required to be Converted, all or some notes (or a percentage of the Outstanding Principal Amount of each note) will Convert into the applicable Conversion Number of Ordinary Shares, subject to the Maximum Conversion Number. In these circumstances, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. Upon Conversion, the value of Ordinary Shares received is likely to be significantly less than the Outstanding Principal Amount of the notes because:

•

the VWAP during the five ASX Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Non-Viability Trigger Event Date may differ from the Ordinary Share price on or after that date;

•

the number of Ordinary Shares holders receive for each note on Conversion is limited by the Maximum Conversion Number, which is based on 20% of the Issue Date VWAP. It is likely that the Maximum Conversion Number will apply if a Non-Viability Trigger Event has occurred and limit the number of Ordinary Shares to be issued; and

•

the Australian dollar may depreciate in value against the U.S. dollar by the Conversion Date. Any depreciation of the Australian dollar against the U.S. dollar by the Conversion Date will increase the likelihood of the Maximum Conversion Number applying on Conversion and will likely also reduce the U.S. dollar equivalent of Ordinary Shares received, particularly if such depreciation is significant. This is because:

•

the Maximum Conversion Number is based on an Issue Date VWAP in Australian dollars and the U.S. dollar Outstanding Principal Amount of each note converted to Australian dollars is based on the spot rate of exchange at the time of issue; and

•

the Conversion Number is based on the VWAP in Australian dollars at the time of Conversion and the U.S. dollar Outstanding Principal Amount of each note converted to Australian dollars is based on the spot rate of exchange at the time of Conversion.

The Maximum Conversion Number may be adjusted to reflect a consolidation, division or reclassification, or pro rata bonus issue, of Ordinary Shares. However, no adjustment will be made to it on account of other transactions which may affect the price of Ordinary Shares, including for example, rights issues, returns of capital, buy-backs or special dividends. The transactions that Westpac may undertake with respect to its share capital are not limited and any such action may increase the risk that holders receive only the Maximum Conversion Number and so adversely affect the position of holders.

However, even though Conversion is the primary method of loss absorption, the notes are subject to possible Write-off.

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Ordinary Shares are a different type of investment to the notes and investors may be obliged to accept Ordinary Shares

While Westpac currently has Ordinary Shares listed on the ASX, the Ordinary Shares issued on Conversion may not be listed, for example, if Westpac is acquired by another entity and delisted. The Ordinary Shares may not be able to be sold at prices representing their value based on the VWAP. In particular, the VWAP price will be based on trading days which occurred immediately before the occurrence of the Non-Viability Trigger Event.

Ordinary Shares are a different type of investment to the notes. Dividends are payable at the absolute discretion of Westpac and the amount of each dividend is also discretionary. In a Winding-Up, claims of holders of Ordinary Shares rank behind claims of holders of all other securities and debts of Westpac. There may be no market in the Ordinary Shares received on Conversion and investors may not be able to sell the Ordinary Shares at a price equal to the value of their investment or at all and as a result may suffer loss. Furthermore, the market price of Ordinary Shares may be more sensitive than that of the notes to changes in Westpac’s performance, operational issues and other business issues.

Potential investors in the notes should understand that if a Non-Viability Trigger Event occurs and the notes are Converted, investors are obliged to accept Ordinary Shares or have such Ordinary Shares issued to the Holders’ Nominee to be delivered or sold on their behalf.

Westpac has no obligation to have or maintain Relevant Tier 1 Securities which are required to be Converted or Written-off ahead of the notes following a Non-Viability Trigger Event

If Westpac is only required to Convert a certain amount of Relevant Securities (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) Westpac will determine the amount of notes which will be Converted or Written-off and other Relevant Securities which will be converted, written-off or written-down as follows:

•

first, Westpac will convert, write-off or write-down such number or amount of the face value or outstanding principal amount of all outstanding Relevant Tier 1 Securities (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) before Conversion or Write-off of the notes; and

•

second, if conversion, write-off or write-down of those Relevant Tier 1 Securities is not sufficient, Westpac will Convert or Write-off the notes and convert, write-off or write-down other Relevant Tier 2 Securities, as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus, on a pro-rata basis or in a manner that is otherwise, in the opinion of Westpac, fair and reasonable (subject to such adjustments as Westpac may determine to take into account the effect on marketable parcels and the need to round to whole numbers of Ordinary Shares and the authorized denominations of any Relevant Tier 2 Securities remaining on issue, and the need to effect the conversion immediately).

However, Westpac has no obligation to have or maintain on issue Relevant Tier 1 Securities which are required to be converted, written-off or written-down ahead of the notes and other Relevant Tier 2 Securities and gives no assurance that there will be any such instruments on issue at the time at which the notes may be required to be Converted or Written-off.

Holders rights will be terminated if Conversion does not occur within five ASX Business Days after the Non-Viability Trigger Event Date

If Conversion of the notes (or a percentage of the Outstanding Principal Amount of the notes) does not occur for any reason within five ASX Business Days after the Non-Viability Trigger Event Date (including, for example, due to applicable law, order of a court or action of any government authority, including regarding the insolvency, Winding-Up or other external administration of Westpac or as a result of Westpac’s inability or failure to comply with its obligations under the terms and conditions of the notes in relation to Conversion), then the notes (or a percentage of the Outstanding Principal Amount of the notes to be Converted) will be Written-off and the rights of holders in relation to such notes (including with respect to payments of interest or accrued but unpaid interest, and the repayment of Outstanding Principal

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Amount and, upon Conversion, the receipt of Ordinary Shares issued in respect of such notes) will be immediately and irrevocably written-off and terminated with effect on and from the Non-Viability Trigger Event Date and investors will lose all or some of their investment and will not receive any compensation.

In certain circumstances, an investor holding notes subject to Conversion may not receive Ordinary Shares, only the proceeds thereof, as the Ordinary Shares would be issued upon Conversion to the Holders’ Nominee for immediate sale, which sale is likely to occur when market conditions are not favorable

If an investor holding notes subject to Conversion: (i) notifies Westpac no less than 15 business days prior to the Non-Viability Trigger Event Date that it does not wish to receive Ordinary Shares as a result of the Conversion (and does not subsequently notify us otherwise); (ii) is a Foreign Holder or an Ineligible Holder (each as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus); (iii) is a Clearing System Holder (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus); (iv) does not provide the information as set forth in Section 3.10 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus to us prior to the Non-Viability Trigger Event Date; or (v) where a FATCA Withholding (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) is required to be made in respect of the Ordinary Shares issued on the Conversion, the Ordinary Shares that the investor would receive on Conversion will instead be issued to the Holders’ Nominee (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) (which may not be Westpac or any of its Related Entities (which has the meaning given by APRA from time to time)), which will sell the shares on behalf of that investor. The Holders’ Nominee will have no duty to seek a fair market price, or to engage in an arm’s length transaction in such sale, and market conditions are likely to have deteriorated following the Non-Viability Trigger Event that caused the Conversion.

To enable Westpac to issue Ordinary Shares to an investor on Conversion, investors need to have appropriate securities accounts in Australia as set forth in Section 3.10 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus for the receipt of Ordinary Shares and to provide to us, prior to the Non-Viability Trigger Event Date, their name and address and certain security holder account and other details. Investors should understand that a failure to provide this information to us by the Non-Viability Trigger Event Date may result in Westpac issuing the Ordinary Shares to the Holders’ Nominee which, if the information is not provided to the Holders’ Nominee within 30 days of the date on which Ordinary Shares are issued to the Holders’ Nominee, will sell the Ordinary Shares and pay the net proceeds to the investors. In this situation, investors will have no rights against us in relation to the Conversion and will not be able to trade in any Ordinary Shares issued to the Holders’ Nominee.

Holders cannot request redemption or Conversion of the notes and may not be able to sell the notes at an acceptable price or at all

Holders have no right to request redemption or Conversion of the notes at any time. Therefore, prior to the Maturity Date, unless Westpac has the right to and elects to redeem the notes early (redemption is subject to APRA’s prior written approval, which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of Subordinated Debt Securities) in order to realize an investment, a holder would need to sell its notes at the prevailing market price. Depending on market conditions at the time, the notes may be trading at a market price below the issue price and/or the market for the notes may not be liquid. Westpac does not guarantee that holders will be able to sell each note at an acceptable price or at all.

The Ordinary Share price used to calculate the Conversion Number of Ordinary Shares may be different from the market price of Ordinary Shares at the time of Conversion

The number of Ordinary Shares issued to holders upon Conversion will generally depend on the VWAP of Ordinary Shares over the five ASX Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Non-Viability Trigger Event Date, and is subject to the

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Maximum Conversion Number. Accordingly, the Ordinary Share price used to calculate the Conversion Number of Ordinary Shares may be different to the market price of Ordinary Shares at the time of Conversion so that the value of Ordinary Shares received may be less than the value of those Ordinary Shares based on the Ordinary Share price on the Non-Viability Trigger Event Date. See “—The Ordinary Shares to be received upon Conversion are likely to be worth significantly less than the Outstanding Principal Amount of the notes.”

Because the subordinated indenture contains no limit on the amount of additional debt that we may incur, our ability to make timely payments on the notes you hold may be affected by the amount and terms of our future debt

Our ability to make timely payments on our outstanding debt may depend on the amount and terms of our other obligations, including any additional Subordinated Debt Securities that we may issue. The subordinated indenture does not contain any limitation on the amount of indebtedness that we may issue in the future. As we issue additional Subordinated Debt Securities under the subordinated indenture or incur other indebtedness, unless our earnings grow in proportion to our debt and other fixed charges, our ability to service the notes on a timely basis may become impaired.

The terms of the subordinated indenture and the notes provide only limited protection against significant events that could adversely impact your investment in the notes

The subordinated indenture governing the notes does not:

•

require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

•

restrict our subsidiaries’ ability to issue securities or otherwise incur indebtedness or other obligations that would be senior to our equity interests in our subsidiaries and therefore rank effectively senior to the notes with respect to the assets of our subsidiaries;

•

restrict our ability to repurchase or prepay any other of our securities or other indebtedness; or

•

restrict our ability to make investments or to repurchase, or pay dividends or make other payments in respect of, Ordinary Shares or other securities ranking junior to the notes.

As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the subordinated indenture and the notes do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on your investment in the notes.

We may fail to pay principal or interest and there are limited remedies available for an event of default

There is a risk that we may default on payment of some or all of the principal or interest on the notes. If we do not pay some or all of the principal or interest on the notes, holders of notes may lose some or all of the money invested in the notes.

The remedies available to holders of notes in the event of a default in the payment of principal or interest are limited. Failure to pay principal or interest on the notes because the solvency conditions described herein are not satisfied is not an event of default.

If principal or interest on the notes is not paid in circumstances where the solvency conditions described herein have been satisfied, that is an event of default and the holder of notes may institute proceedings:

•

to recover principal or interest on the notes then due and payable but unpaid (subject to our being able to make the payment and remain Solvent);

•

to obtain an order for specific performance of any other obligation in respect of the notes; or

•

for a winding-up of us in Australia.

There is a risk that the entire amount owed may not be recovered even if the holder of notes institutes proceedings against us. Further, although the subordinated indenture and the notes may specify certain

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remedies (for example, seeking an order for the winding-up of us in Australia), the grant of those remedies may be in the discretion of a court and, as such, may not be granted.

Further, a holder of notes will have no right to accelerate payment or exercise any other remedies (including any right to sue for damages) as consequences of any default other than as specifically described in this prospectus supplement and the accompanying prospectus. In the event of a Winding-Up in Australia (but not in any other jurisdiction), the notes will become immediately due and payable, unless they have been Converted or Written-Off. This will be the only circumstance in which the payment of principal on notes may be accelerated.

We have broad rights to redeem the notes, including in the event of certain tax and regulatory events and, if we do so prior to the maturity date, that could adversely affect your return on the notes

We may redeem all, but not less than all, of the notes at our option on the Reset Date. We may also redeem all, but not less than all, of the notes at any time following the occurrence of an Adverse Tax Event (as defined under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Taxation Reasons” in the accompanying prospectus) or Regulatory Event (as defined under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Regulatory Reasons” in the accompanying prospectus), provided that we have obtained, in the case of an Adverse Tax Event, a supporting opinion of legal or tax advisers of recognized standing in Australia (or, if a Relevant Transaction (as defined under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—Redemption for Taxation Reasons” in the accompanying prospectus) occurs and the home jurisdiction for tax purposes of such other entity is not Australia, legal or tax advisers of recognized standing in such other jurisdiction), or, in the case of a Regulatory Event, a supporting opinion of advisers of recognized standing in Australia or confirmation from APRA.

An Adverse Tax Event will occur if we determine that as a result of any amendment to, clarification of or change in Tax Legislation (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) which has been or will be effected or any Administrative Action (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) under or in connection with Tax Legislation or any amendment to, clarification of, or change in, any such Administrative Action, being in each case by a legislative body, court, government authority or regulatory body on or after the relevant Issue Date (but which we did not expect at the Issue Date or, upon the occurrence of a Relevant Transaction and the home jurisdiction for tax purposes of such other entity is not Australia, the date the Relevant Transaction is completed):

•

there is a material risk that we would be exposed to a more than de minimis adverse tax consequence in relation to the notes;

•

we determine that any interest payable on the notes is not, or may not be, allowed as a deduction for the purposes of Australian income tax; or

•

we have or will become obliged to pay additional amounts.

A Regulatory Event will occur if either:

•

as a result of any amendment to, clarification of or change (including any announcement of a change that will be introduced) in any law or regulation of the Commonwealth of Australia or the Prudential Standards (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus) or any official administrative pronouncement or action or judicial decision interpreting or applying such law, regulation or Prudential Standards, which amendment, clarification or change is effective, or pronouncement, action or decision is announced, on or after the Issue Date of the notes; or

•

written confirmation is received from APRA after the Issue Date of the notes that,

we are not or will not be entitled to treat all of the notes as Tier 2 Capital (as defined in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the accompanying prospectus)

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SEC Form 424B5 filed by Westpac Banking Corporation